McCormick (NYSE: MKC) counsel logs RSU conversion and tax-share dispositions

Rhea-AI Filing Summary

McCormick & Co. vice president and general counsel Jeffery D. Schwartz reported equity award activity involving restricted stock units and common shares. On February 15, 2026, 4,126 restricted stock units were exercised or converted, with no purchase price required, into an equivalent number of common shares.

To cover tax obligations on these and previously reported awards under McCormick's Long-Term Incentive Plan, 6,917 and 1,276 voting common shares were disposed of at $71.61 per share through tax-withholding transactions rather than open-market sales. After these movements, Schwartz directly held 87,241 voting common shares and 8,254 restricted stock units, plus 246 non-voting common shares. The restricted stock units vest in thirds over three years beginning on February 15, 2026, and were originally granted on February 7, 2025.

Insights

Equity Compensation Analyst

Routine equity award vesting with tax withholding, no open-market trading.

The transactions show Jeffery D. Schwartz converting 4,126 restricted stock units into voting common shares at no cost, reflecting normal vesting under McCormick & Co.'s long-term incentive plan. The filing also details the remaining balances of restricted stock units and non-voting shares.

Two dispositions of 6,917 and 1,276 voting common shares at $71.61 per share are explicitly characterized as payments of tax liability by delivering securities, rather than discretionary sales. This pattern is typical for executives whose equity awards vest and trigger tax obligations.

From an investment perspective, these actions primarily adjust how Schwartz's compensation is held between derivatives and common stock. They do not signal open-market buying or selling, so they are best viewed as administrative equity compensation events rather than a change in insider sentiment.

Insider Trade Summary

4,126 shares exercised/converted

Mixed 5 txns

Insider Schwartz Jeffery D

Role Vice President, Gen Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,126	$0.00	--
Tax Withholding	Common Stock - Voting	6,917	$71.61	$495K
Exercise	Common Stock - Voting	4,126	$0.00	--
Tax Withholding	Common Stock - Voting	1,276	$71.61	$91K
holding	Common Stock - Non Voting	--	--	--

Holdings After Transaction: Restricted Stock Units — 8,254 shares (Direct); Common Stock - Voting — 84,391 shares (Direct); Common Stock - Non Voting — 246 shares (Direct)

Footnotes (1)

1. Shares withheld for taxes on the shares previously reported on 1/21/2026 for McCormick's Long-Term Incentive Plan. Restricted Stock Units; No purchase price required. The Restricted Stock Units vest in thirds over a three-year period beginning February 15, 2026, February 15, 2027 and February 15, 2028. The Restricted Stock Units granted on February 7, 2025.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schwartz Jeffery D

(Last) (First) (Middle)

24 SCHILLING ROAD

SUITE 1

(Street)

HUNT VALLEY MD 21031

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MCCORMICK & CO INC [ MKC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President, Gen Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock - Voting	02/15/2026		F		6,917(1)	D	$71.61	84,391	D
Common Stock - Voting	02/15/2026		M		4,126	A	(2)	88,517	D
Common Stock - Voting	02/15/2026		F		1,276	D	$71.61	87,241	D
Common Stock - Non Voting								246	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/15/2026		M			4,126	(3)	(3)	Common Stock - Voting	4,126	(4)	8,254	D

Explanation of Responses:

1. Shares withheld for taxes on the shares previously reported on 1/21/2026 for McCormick's Long-Term Incentive Plan.

2. Restricted Stock Units; No purchase price required.

3. The Restricted Stock Units vest in thirds over a three-year period beginning February 15, 2026, February 15, 2027 and February 15, 2028.

4. The Restricted Stock Units granted on February 7, 2025.

	Jason E. Wynn, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did MKC executive Jeffery D. Schwartz report on February 15, 2026?

Jeffery D. Schwartz reported converting 4,126 restricted stock units into voting common shares, then delivering 6,917 and 1,276 voting shares at $71.61 each to satisfy tax obligations. These movements are tied to McCormick’s long-term incentive awards rather than open-market trading.

Were the McCormick (MKC) insider share dispositions open-market sales?

No, the dispositions are described as payment of tax liability by delivering securities, not open-market sales. Shares were withheld at $71.61 per share in connection with previously reported long-term incentive awards, which is a common method for executives to cover vesting-related tax obligations.

How many McCormick (MKC) restricted stock units does Jeffery D. Schwartz hold after these transactions?

Following the February 15, 2026 activity, Jeffery D. Schwartz directly holds 8,254 restricted stock units. These units vest in three equal annual installments beginning February 15, 2026, under a grant originally made on February 7, 2025, as part of McCormick’s long-term incentive plan.

What is the vesting schedule for Jeffery D. Schwartz’s McCormick (MKC) restricted stock units?

The restricted stock units vest in thirds over three years, beginning February 15, 2026, then February 15, 2027, and February 15, 2028. This multi-year vesting schedule aligns Schwartz’s compensation with longer-term company performance, as disclosed in the equity award footnotes.

How many McCormick (MKC) voting shares does Jeffery D. Schwartz own after the reported Form 4 transactions?

After the February 15, 2026 transactions, Schwartz directly owns 87,241 voting common shares of McCormick. This balance reflects the conversion of 4,126 restricted stock units into shares and the delivery of 6,917 and 1,276 shares to satisfy tax obligations related to equity awards.

What price was used for the McCormick (MKC) tax-withholding share dispositions?

The tax-withholding share dispositions used a price of $71.61 per voting common share. This price was applied to 6,917 and 1,276 shares delivered to satisfy tax liabilities on long-term incentive awards, as described in the insider transaction details and related footnotes.